Univ.of  Hi.  Library 
51 

3/6,  f 


CONSOLIDATED  GAS  COMPANY  OF 

% 

NEW  YORK 

WITH 

THE  NATIONAL  CITY  BANK  OF  NEW  YORK, 

AS  TRUSTEE 


®ruat  Agre?m?nt 

Dated  January  31,  1920 


SECURING 

$25,000,000  FIVE  YEAR  SECURED  SEVEN  PER  CENT.  CONVERTIBLE 
GOLD  BONDS 


Digitized  by  the  Internet  Archive 
in  2017  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/consolidatedgascOOcons 


AQrPPlttPttt,  this  31st  day  of  January,  1920,  be- 
tween the  Consolidated  Gas  Company  of  New  York,  a 
corporation  organized  and  existing  under  the  laws  of  the 
State  of  New  York  (hereinafter  called  the  “Company”), 
party  of  the  first  part,  and  The  National  City  Bank 
of  New  York,  a corporation  organized  and  existing 
under  the  laws  of  the  United  States  of  America  (here- 
inafter called  the  “Trustee),  party  of  the  second  part. 

Whereas,  the  Company  has  deemed  it  necessary  to 
borrow  money  for  its  corporate  purposes  and,  to  that 
end,  has  duly  authorized  and  directed  an  issue  of  bonds, 
not  exceeding  the  aggregate  principal  amount  of  Twenty- 
Five  Million  Dollars,  to  be  designated  as  its  Five  Year 
Secured  Seven  Per  Cent.  Convertible  Gold  Bonds,  to  be 
dated  as  of  February  1,  1920,  to  mature  February  1, 
1925,  to  be  secured  by  the  pledge  of  the  property  herein- 
after described,  to  bear  interest  from  February  1,  1920, 
at  the  rate  of  seven  per  cent,  per  annum,  payable  quar- 
terly on  the  first  days  of  May,  August,  November  and 
February  in  each  year,  to  be  convertible  at  the  option  of 
the  respective  holders  thereof  on  February  1,  1922,  or  on 
any  interest  day  thereafter,  into  an  equivalent  amount, 
par  value,  of  the  Company’s  capital  stock,  to  be  signed  in 
its  corporate  name  by  its  President  or  a Vice-President, 
impressed  with  its  corporate  seal,  attested  by  its  Secre- 
tary or  an  Assistant  Secretary,  to  have  interest  coupons 
attached,  executed  with  the  facsimile  signature  of  its 
Treasurer,  and  to  be  authenticated  by  the  certificate  of 
the  Trustee  indorsed  thereon,  which  Bonds,  interest 
coupons  and  Trustee’s  certificate  are  to  be  substantially 
in  the  following  forms,  respectively  (except  that  the 
words  “unless  the  Bond  herein  mentioned  shall  have 
been  called  for  previous  redemption,  or  shall  have 
been  previously  converted”,  shall  be  omitted  from  all 


2 


interest  coupons  maturing  prior  to  May  1,  1922,  and  ex- 
cept that  the  words,  “shall  have  been  called  for  previous 
redemption,  or,”  shall  be  omitted  from  all  interest  cou- 
pons maturing  May  1,  1922,  and  August  1,  1922,  respec- 
tively) : 


[form  of  bond] 

No.  $ 

United  States  of  America 

CONSOLIDATED  GAS  COMPANY  OF  NEW  YORK 

Five  Year  Secured  Seven  Per  Cent.  Convertible  Gold 

Bond 

The  Consolidated  Gas  Company  of  New  York 
(hereinafter  called  the  “Company”),  for  value  received, 
promises  to  pay  to  Bearer,  or,  if  this  Bond  be  registered, 
to  the  registered  holder  hereof,  on  February  1,  1925,  the 
principal  sum  of  Dollars, 

and  to  pay  interest  thereon  from  the  date  hereof  at  the 
rate  of  seven  per  cent,  per  annum,  quarterly,  on  the  first 
days  of  May,  August,  November  and  February  in  each 
year.  Until  the  maturity  of  this  Bond,  such  interest  shall 
be  paid  only  upon  presentation  and  surrender  of  the 
attached  interest  coupons  as  they  severally  mature. 

Both  the  principal  and  interest  of  this  Bond  are  pay- 
able at  the  office  of  the  Trustee  hereinafter  named,  in  the 
Borough  of  Manhattan,  City  and  State  of  New  York, 
in  gold  coin  of  the  United  States  of  America  of  or  equal 
to  the  present  standard  of  weight  and  fineness,  without 
deduction  for  any  tax  or  taxes,  assessments  or  imposi- 
tions which  the  Company  or  the  Trustee  may  be  required 
or  authorized  to  pay  thereon  or  to  retain  or  deduct 
therefrom  under  any  present  or  future  law  whatever, 
except  inheritance  taxes  and  any  federal  income  tax. 

This  is  one  of  an  issue  of  Bonds  of  the  Company  all 
of  like  date  and  substantially  similar  tenor,  except  as  to 
the  principal  amount  thereof,  not  exceeding  the  aggre- 
gate principal  amount  of  $25,000,000,  all  issued  pursuant 


3 


to  and  equally  secured  by  a certain  Trust  Agreement, 
dated  January  31,  1920,  executed  between  the  Company 
and  The  National  City  Bank  of  New  York,  as  Trustee, 
to  which  Agreement  reference  is  hereby  made  for  the 
terms  thereof,  a description  of  the  security  and  a state- 
ment of  the  rights  and  obligations  of  the  Company,  the 
Trustee  and  the  respective  holders  of  the  said  Bonds 
with  respect  thereto. 

At  the  option  of  the  Company,  the  said  Bonds  may  be 
redeemed  as  a whole,  but  not  in  part,  on  September  1, 
1922,  or  on  the  first  day  of  the  month  next  succeeding 
any  subsequent  interest  day,  upon  sixty  days’  prior  pub- 
lished notice,  at  1021/9  per  cent,  of  the  principal  amount 
thereof  and  accrued  interest  in  case  of  redemption  during 
the  year  1922,  at  102  per  cent,  of  the  principal  amount 
thereof  and  accrued  interest  in  case  of  redemption  dur- 
ing the  year  1923,  and  at  101%  of  the  principal  amount 
thereof  and  accrued  interest  in  case  of  redemption  dur- 
ing the  year  1921,  all  in  the  manner  provided  in  the  said 
Trust  Agreement. 

On  February  1,  1922,  or  on  any  interest  day  there- 
after prior  to  redemption  or  maturity,  the  holder  hereof 
may,  at  his  option,  convert  the  principal  of  this  Bond, 
upon  the  surrender  hereof  for  that  purpose,  into  an 
equivalent  amount,  par  value,  of  this  Company’s  common 
capital  stock,  full  paid  and  non-assessable,  as  the  same 
shall  be  constituted  at  the  time  of  such  conversion. 

This  Bond  shall  pass  by  delivery  until  registered  in 
the  owner’s  name  on  books  kept  for  that  purpose  at  the 
office  of  the  Trustee,  such  registration  being  noted 
hereon.  After  such  registration  no  further  transfer 
hereof  shall  be  valid  unless  made  on  the  said  books  by 
the  registered  holder  in  person  or  by  duly  authorized  at- 
torney and  similarly  noted  hereon ; but  this  Bond  may  be 
discharged  from  registry  by  being  in  like  manner  trans- 
ferred to  bearer,  and  thereupon  transferability  by  de- 
livery shall  be  restored.  This  Bond  shall  continue  to  be 
subject  to  successive  registrations  and  transfers  to 
bearer,  at  the  option  of  the  holder;  but  no  registration 
shall  affect  the  negotiability  of  the  attached  interest 
coupons,  which  shall  continue  to  be  payable  to  bearer 
and  transferable  by  delivery  merely. 


4 


The  principal  of  all  the  said  Bonds  at  any  time,  issued 
and  outstanding  may  be  declared,  or  may  become,  due 
and  payable  before  maturity  in  the  event  of  default  by 
the  Company  as  set  forth  in  the  said  Agreement. 

This  Bond  shall  not  become  obligatory  for  any  pur- 
pose until  authenticated  by  the  execution  by  the  Trustee 
of  the  certificate  indorsed  hereon. 

In  witness  whereof,  the  Company  lias  caused  this 
Bond  to  be  signed  in  its  corporate  name  by  its  President 
or  a Vice  President  and  impressed  with  its  corporate 
seal,  attested  by  its  Secretary  or  an  Assistant  Secretary, 
and  the  attached  interest  coupons  to  be  executed  with  the 
facsimile  signature  of  its  Treasurer,  as  of  February  1, 
1920. 

Consolidated  Gas  Company  of  New  York, 
By 

President. 

Attest : 

Secretary. 


[form  of  interest  coupon] 

No.  $ 

On  ,19  , unless  the  Bond 

herein  mentioned  shall  have  been  called  for  previous 
redemption,  or  shall  have  been  previously  converted,  the 
Consolidated  Gas  Company  of  New  York  will  pay  to 
Bearer  at  The  National  City  Bank  of  New  York,  in  the 
Borough  of  Manhattan,  City  and  State  of  New  York, 

Dollars  in  United  States 
gold  coin,  without  deduction  for  taxes,  except  inheritance 
taxes  and  any  federal  income  tax,  being  three  months’ 
interest  then  due  on  its  Five  Year  Secured  Seven  Per 
Cent.  Convertible  Gold  Bond,  No. 


Treasurer. 


5 


[form  of  trustee’s  certificate] 


This  is  one  of  the  Bonds  described  in  the  within  men- 
tioned Trust  Agreement. 


The  National  City  Bank  of  New  York, 

as  Trustee, 


By 


And  whereas  all  things  necessary  to  make  the  Bonds, 
when  duly  authenticated  by  the  Trustee,  the  valid,  bind- 
ing and  legal  obligations  of  the  Company,  and  to  consti- 
tute this  Agreement  a valid  instrument  for  the  security 
thereof,  have  been  done  and  performed,  and  the  execution 
and  delivery  of  this  Agreement  and  the  issue  of  the  Bonds, 
as  in  this  Agreement  provided,  have  been  in  all  respects 
duly  authorized; 


Now,  therefore,  this  Agreement  witnesseth  : 
That,  in  consideration  of  the  premises  and  of  the  pur- 
chase and  acceptance  of  the  Bonds  by  those  who  shall 
hold  the  same  from  time  to  time,  and  of  the  sum  of  One 
Dollar  to  the  Company  duly  paid  by  the  Trustee,  the 
receipt  whereof  is  hereby  acknowledged,  and  to  secure 
the  payment  of  the  principal  and  interest  of  all  the 
Bonds  at  any  time  issued  and  outstanding  hereunder, 
according  to  their  tenor  and  effect,  and  to  secure  the 
faithful  observance  and  performance  of  all  the  covenants 
and  conditions  herein  contained,  the  Company  has 
assigned,  conveyed,  pledged,  transferred  and  set  over, 
and,  by  these  presents,  does  assign,  convey,  pledge,  trans- 
fer and  set  over  nnto  the  Trustee,  its  successors  and 
assigns,  forever,  all  and  singular  the  folloAving  de- 
scribed shares  of  stock  now  owned  by  the  Company 
(which,  together  with  any  other  shares  of  stock  or  securi- 
ties which  may  at  any  time  be  held  by  the  Trustee  here- 
under, are  hereinafter  sometimes  referred  to,  collectively, 
as  the  “pledged  property”)  : 


6 


Three  hundred  and  fifty  thousand  (350,000)  shares 
of  the  capital  stock  of  The  NeAv  York  Edison  Com- 
pany, a corporation  organized  and  existing  under  the 
laws  of  the  State  of  New  York,  of  the  par  value  of 
One  Hundred  Dollars  ($100)  each,  fully  paid  and 
non-assessable ; 

In  trust,  nevertheless,  upon  the  terms  and  condi- 
tions herein  set  forth,  for  those  who  shall  hold  the  Bonds 
and  the  interest  coupons  pertaining  thereto,  without 
preference  of  any  of  the  Bonds  or  interest  coupons  over 
any  of  the  others  by  reason  of  priority  in  the  time  of 
issue,  sale  or  negotiation  thereof,  or  otherwise  for  any 
cause  whatever; 

Provided,  however,  and  these  presents  are  upon  the 
express  condition,  that,  if  the  Company,  its  successors  or 
assigns,  shall  well  and  truly  pay,  or  cause  or  secure  to  be 
paid,  the  principal  of  the  Bonds  and  the  interest  due  or 
to  become  due  thereon,  at  the  times  and  in  the  manner 
mentioned  in  the  Bonds,  according  to  the  true  intent  and 
meaning  thereof,  and  shall  well  and  truly  keep,  perform 
and  observe  all  the  covenants  and  conditions  in  this 
Agreement  expressed  to  be  kept,  performed  and  observed 
by  it,  and  shall  pay  to  the  Trustee  all  sums  of  money 
due  or  to  become  due  to  it  in  accordance  with  the  terms 
and  provisions  hereof,  then  this  Agreement  and  the  rights 
hereby  granted  shall  cease,  determine  and  be  void,  and 
the  Trustee,  in  such  case,  on  written  demand  of  the  Com- 
pany, shall  cancel  and  satisfy  this  Agreement  and  shall 
deliver  to  or  upon  the  written  order  of  the  Company, 
signed  by  its  President  or  a Vice-President  and  its  Secre- 
tary or  an  Assistant  Secretary,  the  pledged  property  then 
in  its  possession ; otherwise  to  be  and  remain  in  full  force 
and  effect. 


7 


And  it  is  hereby  covenanted  and  agreed,  that  the 
Bonds  are  to  be  issued,  authenticated  and  delivered,  and 
the  pledged  property  is  to  be  held  by  the  Trustee,  subject 
to  the  following  covenants,  conditions,  uses  and  trusts: 


ARTICLE  FIRST. 

Designation,  Form,  Issue,  Authentication  and  Regis- 
tration of  Bonds, 

Section  1.  The  Bonds  to  be  issued  under  this  Agree- 
ment shall  be  designated  as  the  Company’s  “Five  Year 
Secured  Seven  Per  Cent.  Convertible  Gold  Bonds”,  and 
they  and  the  interest  coupons  attached  thereto  shall 
be  substantially  in  the  forms  and  of  the  tenor  hereinbe- 
fore recited,  respectively.  Bonds  may  be  issued,  at  the 
option  of  the  Company,  in  denominations  of  either  $1000 
or  $500. 


Section  2.  Upon  the  execution  hereof,  the  Company 
shall  execute  in  the  manner  hereinbefore  recited  and  de- 
liver to  the  Trustee  Twenty-Five  Million  Dollars,  aggre- 
gate principal  amount,  of  Bonds;  and  the  Trustee  shall 
thereupon  authenticate  the  same  and  deliver  the  Bonds 
so  authenticated  to  or  upon  the  written  order  of  the 
Company,  signed  by  its  President  or  a Vice-President. 
The  Trustee  shall  be  under  no  obligation  to  see  to  the 
proper  application  of  the  Bonds,  or  of  the  proceeds 
thereof,  by  the  Company. 

Only  such  Bonds  as  shall  be  authenticated  by  a 
certificate  substantially  in  the  form  hereinbefore  recited, 
executed  by  the  Trustee,  shall  be  entitled  to  any  right  or 
benefit  under  this  Agreement;  and  such  authentication 
by  the  Trustee  shall  be  conclusive  evidence  that  any 
Bond  so  authenticated  has  been  duly  issued  hereunder 
and  that  the  holder  is  entitled  to  the  benefits  hereof. 


8 


Section  3.  The  holder  of  any  definitive  Bond  may 
have  the  ownership  thereof  registered  on  books  to  be 
kept  for  that  purpose  at  the  office  of  the  Trustee  in  the 
Borough  of  Manhattan,  City  and  State  of  New  York,  and 
such  registration  noted  on  the  Bond.  After  such  regis- 
tration, no  further  transfer  of  such  Bond  shall  be  valid 
unless  made  on  the  said  books  by  the  registered  holder 
in  person  or  by  duly  authorized  attorney  and  similarly 
noted  on  the  Bond;  but  the  same  may  be  discharged 
from  registry  by  being  in  like  manner  transferred  to 
bearer,  and  thereupon  transferability  by  delivery  shall 
be  restored.  Bonds  shall  continue  to  be  subject  to  suc- 
cessive registrations  and  transfers  to  bearer,  at  the  option 
of  their  respective  holders;  but  no  registration  of  any 
Bond  shall  affect  the  negotiability  of  the  interest  cou- 
pons pertaining  thereto,  which  shall  continue  to  be  pay- 
able to  bearer  and  transferable  by  delivery  merely. 

Section  4.  Until  definitive  Bonds  are  prepared,  the 
Company  may  execute  and  deliver  typewritten  or  printed 
temporary  Bonds,  substantially  of  the  tenor  of  the  Bonds 
hereinbefore  recited,  except  that  such  temporary  Bonds 
shall  be  issued  without  interest  coupons  and  need  not 
contain  provisions  for  registration.  Such  temporary 
Bonds  shall  be  of  the  denominations  of  $500,  $1000  or 
any  multiple  thereof,  as  the  Company  may  determine,  and 
shall  bear  upon  their  face  the  words,  “Temporary  Bond, 
exchangeable  for  a like  principal  amount  of  definitive 
Bonds’’,  and  shall  be  authenticated  by  the  Trustee  in 
substantially  the  same  manner  as  is  herein  provided  for 
the  definitive  Bonds,  and  such  authentication  shall  be 
conclusive  evidence  that  any  temporary  Bond  so  authen- 
ticated has  been  duly  issued  hereunder,  and  that  the 
holder  is  entitled  to  the  benefits  of  this  Agreement.  Any 
or  all  such  temporary  Bonds  duly  issued  and  authenti- 
cated hereunder  shall  be  exchangeable  for  a like  prin- 


9 


cipal  amount  of  definitive  Bonds,  when  such  definitive 
Bonds  are  ready  for  delivery,  and,  upon  any  such  ex- 
change, the  temporary  Bonds  shall  forthwith  be  cancelled 
by  the  Trustee  and,  upon  demand,  delivered  to  the  Com- 
pany. Until  so  exchanged,  such  temporary  Bonds  shall 
in  all  respects  be  entitled  to  the  benefits  of  this  Agree- 
ment, as  Bonds  issued  and  authenticated  hereunder; 
and  interest,  when  and  as  paid,  shall  be  indorsed 
thereon. 

Section  5.  In  case  any  Bond  issued  hereunder,  with 
its  interest  coupons,  if  any,  shall  be  mutilated,  destroyed 
or  lost,  the  Company  in  its  discretion  may  issue,  and 
thereupon  the  Trustee  shall  authenticate  and  deliver,  a 
new  Bond  of  like  denomination,  tenor  and  date,  in  ex- 
change and  substitution  for  and  upon  the  cancellation  of 
the  mutilated  Bond  and  its  interest  coupons,  or  in  lieu 
of  and  in  substitution  for  the  Bond  and  its  interest  cou- 
pons so  destroyed  or  lost,  upon  receipt  of  evidence  satis- 
factory to  the  Company  and  the  Trustee  of  the  destruc- 
tion or  loss  of  such  Bond  and  its  interest  coupons  and 
upon  the  receipt,  also,  of  indemnity  satisfactory  to  them. 


ARTICLE  SECOND. 

Covenants  of  the  Company. 

The  Company  covenants  with  the  Trustee  and  with 
the  holders  of  the  Bonds  as  follows  : 

Section  G.  The  Company  will  pay  the  principal  and 
interest  of  all  the  Bonds  duly  issued  hereunder  according 
to  the  terms  thereof  and  of  this  Agrement,  without  de- 
duction for  any  tax  or  taxes,  assessments  or  impositions 
which  the  Company  or  the  Trustee  may  be  required  or 
authorized  to  pay  thereon  or  to  retain  or  deduct  therefrom 


10 


under  any  present  or  future  law  whatever,  except  inher- 
itance taxes  and  any  federal  income  tax. 

Section  7.  The  Company  will  at  all  times,  until  the 
payment  of  all  the  Bonds  issued  hereunder,  keep  an  office 
or  agency  in  the  Borough  of  Manhattan,  City  and  State 
of  New  York,  where  notices  and  demands  in  respect  of 
such  Bonds  may  be  served ; and  it  will,  from  time  to  time, 
give  notice  to  the  Trustee  of  the  location  of  such  office 
or  agency.  In  case  the  Company  shall  fail  so  to  do, 
notices  may  be  served  and  demands  may  be  made  at  the 
office  of  the  Trustee.  The  Company  will  at  all  times  keep 
or  cause  to  be  kept  at  the  said  office  of  the  Trustee,  books 
in  which  the  ownership  of  any  of  the  Bonds  may  be  regis- 
tered, upon  presentation  thereof  for  such  purpose,  as 
provided  in  Section  3 hereof. 

Section  S.  The  franchises  and  properties  of  the 
Company,  both  real  and  personal,  are  now  wholly  free 
from  and  unincumbered  by  any  mortgage  or  other  lien 
in  the  nature  thereof. 

So  long  as  any  of  the  Bonds  remain  outstanding  and 
unpaid,  the  Company  will  not  execute  any  mortgage 
upon,  or  make  any  pledge  of,  any  part  of  its  property, 
other  than  shares  of  stock  owned  by  it,  unless  all  the 
Bonds  then  outstanding  hereunder  shall  be  secured 
equally  and  ratably  with  all  other  indebtedness  secured 
by  such  mortgage  or  pledge. 

Section  9.  So  long  as  any  of  the  Bonds  remain  out- 
standing and  unpaid,  the  Company  will  maintain,  pre- 
serve and  keep  all  its  property,  buildings,  machinery, 
equipment  and  fixtures  in  thorough  repair  and  condi- 
tion, and  will,  from  time  to  time,  make  all  needful  and 
proper  repairs  thereto  and  replacements  thereof;  and 


11 


the  Company  will  promptly  pay  and  discharge,  or  cause 
to  be  paid  and  discharged,  any  and  all  lawful  taxes, 
rates,  levies,  assessments,  liens,  claims  or  other  charges 
whatsoever  upon  its  property  and  every  part  thereof, 
and  upon  the  income  derived  from  its  operations;  pro- 
vided,  that  the  Company  shall  not  be  required  to  pay 
or  discharge  any  tax,  rate,  levy,  assessment,  lien,  claim 
or  other  charge,  so  long  as  it  shall  in  good  faith  and 
by  appropriate  legal  proceedings  contest  the  validity 
thereof. 


Section  10.  So  long  as  any  of  the  Bonds  remain  out- 
standing and  unpaid,  the  Company  will  keep  all  its 
buildings,  machinery,  equipment  and  fixtures,  and  all 
its  stock  and  materials,  adequately  insured  against  loss 
or  damage  by  fire  or  explosion,  in  such  manner  as  the 
Company  may  deem  advisable  and  to  the  same  extent  as 
is  customary  in  the  business  in  which  such  property  is 
employed ; and  the  Company  will  furnish,  or  cause  to  be 
furnished,  to  the  Trustee  satisfactory  evidence  of  all 
insurance,  whenever  requested  by  it. 

In  case  of  loss  or  damage  to  any  of  the  said  prop- 
erty, whereby  insurance  moneys  in  the  sum  of  Five 
Thousand  Dollars,  or  more,  shall  be  collected  or  re- 
ceived, all  such  insurance  moneys  shall  be  applied 
either  (a)  in  or  toward  the  restoration  and  replacement 
of  the  property  so  lost  or  damaged,  or  (b)  in  or  toward 
the  acquisition  of  other  property  for  the  uses  of  the  busi- 
ness of  the  Company,  the  title  to  which  shall  be  vested 
in  it,  or  (c)  in  or  toward  the  construction  of  new  build- 
ings for  the  Company,  or  (d)  in  or  toward  the  purchase 
or  construction  of  new  machinery,  equipment  and 
fixtures,  which  shall  be  in  addition  to  the  plant  of  the 
Company  and  not  in  substitution  for  other  machinery, 
equipment  or  fixtures. 


12 


Section  11.  So  long  as  any  of  the  Bonds  remain  out- 
standing and  unpaid,  additional  stock  of  The  New  York 
Edison  Company  shall  not  be  issued  except  for  cash,  at 
par,  or  for  property  purchased  at  its  fair  value,  unless 
such  proportion  of  such  additional  stock  shall  forthwith 
be  pledged  and  deposited  with  the  Trustee  hereunder  as 
shall  make  the  total  amount  of  such  stock  so  pledged  and 
deposited  hereunder  bear  to  the  total  outstanding  capital 
stock  of  the  said  company  a proportionate  relation  at  least 
as  high  as  that  borne  by  the  stock  now  pledged  to  the  pres- 
ent total  outstanding  capital  stock  of  the  said  company. 

Section  12.  The  Company  will  at  all  times  do  or 
cause  to  be  done  all  things  necessary  to  preserve  and  to 
keep  in  full  force  and  effect  its  corporate  existence, 
rights  and  franchises,  and  the  corporate  existence,  rights 
and  franchises  of  The  New  York  Edison  Company,  and 
will  comply,  and  will  cause  the  said  The  New  York  Edison 
Company  to  comply,  with  all  the  laws  of  the  State  of  New 
York  and  with  all  the  lawful  rules  and  regulations  of  the 
Public  Service  Commission  having  jurisdiction  in  the 
premises,  in  such  manner  and  form  as  counsel  may  advise; 
and  it  will  not  do,  suffer  or  permit  any  matter  or  thing 
whatsoever,  whereby  the  payment  of  the  indebtedness  evi- 
denced by  the  Bonds  issued  hereunder  might  or  could  be 
hindered,  delayed  or  imperilled,  or  whereby  the  security 
therefor  might  or  could  be  impaired. 


ARTICLE  THIRD. 

Redemption  of  Bonds. 

Section  1.3.  The  Company,  at  its  option,  may  redeem 
all  of  the  outstanding  Bonds,  but  not  part  only  thereof, 
on  September  1,  1922,  or  on  the  first  day  of  the  month 


13 


next  succeeding  any  subsequent  interest  day,  at  102^ 
per  cent,  of  the  principal  amount  thereof  and  accrued 
interest,  in  case  of  redemption  during  the  year  1922,  at 
102  per  cent,  of  the  principal  amount  thereof  and  ac- 
crued interest,  in  case  of  redemption  during  the  year 
1923,  and  at  101  per  cent,  of  the  principal  amount  thereof 
and  accrued  interest,  in  case  of  redemption  during  the 
year  1924. 

In  case  the  Company  shall  desire  so  to  redeem  the 
outstanding  Bonds,  it  shall  publish  in  two  daily  news- 
papers of  general  circulation  in  the  Borough  of  Manhat- 
tan, City  and  State  of  New  York,  once  a week  for  eight 
successive  weeks,  the  first  publication  to  be  not  less  than 
sixty  nor  more  than  sixty-five  days  before  such  redemp- 
tion date,  notice  of  such  intended  redemption,  specifying 
the  place  and  date  designated  for  redemption  and  requir- 
ing that  the  Bonds  be  then  and  there  presented  for  pay- 
ment. If  any  of  the  Bonds  are  registered  as  to  principal, 
notice  of  redemption  shall  also  be  mailed  by  the  Company 
to  the  respective  registered  holders  thereof,  at  least  sixty 
days  prior  to  the  redemption  date,  at  their  addresses 
appearing  upon  the  books  of  the  Company. 

Section  14.  Notice  of  redemption  having  been  given 
as  in  this  Article  Third  prescribed  and  an  amount  suffi- 
cient to  redeem  all  the  outstanding  Bonds  having  been 
deposited  with  the  Trustee  on  or  before  the  redemption 
date,  such  Bonds  shall,  on  the  date  designated  in  such 
notice,  become  due  and  payable  at  the  office  of  the  Trus- 
tee at  the  said  redemption  price ; and  upon  the  presenta- 
tion thereof,  with  all  interest  coupons  maturing  subse- 
quently to  the  said  redemption  date,  such  Bonds  shall 
be  paid  and  shall  thereupon  be  cancelled  and  delivered  to 
the  Company.  After  the  date  so  fixed  for  redemption,  the 
Bonds  shall  cease  to  bear  further  interest. 


14 


ARTICLE  FOURTH. 

Conversion  of  Bonds. 

Section  15.  The  holder  of  any  of  the  Bonds  shall  have 
the  right,  at  his  option,  on  February  1,  1922,  or  on  any 
interest  day  thereafter  prior  to  redemption  or  maturity, 
to  convert  the  principal  of  such  Bonds  into  an  equivalent 
amount,  par  value,  of  the  Company’s  common  capital 
stock,  full  paid  and  non-assessable,  as  the  same  shall  be 
constituted  at  the  time  of  such  conversion ; and,  upon  the 
surrender  of  the  Bonds  so  to  be  converted,  with  all  unma- 
tured interest  coupons  attached,  at  the  office  of  the  Trus- 
tee, the  Company  will  deliver,  or  cause  to  be  delivered,  in 
exchange  therefor,  certificates  for  such  stock.  Upon  any 
such  conversion,  the  Trustee  shall  cancel  the  Bond  so  sur- 
rendered, and  its  interest  coupons,  and  shall  deliver  the 
same  to  the  Company ; and  thereupon  such  Bond  shall  be, 
and  be  deemed  to  be,  satisfied  and  discharged. 


ARTICLE  FIFTH. 

Control  of  Pledged  Property. 

Section  16.  The  Trustee  may,  but  it  shall  not  be 
obliged  to,  cause  all  shares  of  stock  at  any  time  pledged 
with  it  hereunder,  to  be  transferred  into  its  name  as  Trus- 
tee, or  into  the  name  of  its  nominee  or  nominees,  and  shall 
hold  the  same,  subject  to  the  terms  and  conditions  of  this 
Agreement. 


Section  17.  So  long  as  the  Company  shall  not  be  in 
default  hereunder  to  the  knowledge  of  the  Trustee,  the 
Company  shall  be  entitled,  from  time  to  time,  to  collect 
for  its  own  use  all  dividends  which  may  be  declared  on 


15 


any  stock  which  shall  at  the  time  be  pledged  hereunder, 
and  all  sums  which  may  accrue  as  interest  upon  any  mon- 
eys deposited  with  the  Trustee  hereunder;  and  the 
Trustee,  upon  the  written  request  of  the  Company,  signed 
by  its  President  or  a Vice-President  and  its  Secretary  or 
an  Assistant  Secretary,  shall,  from  time  to  time,  pay  over 
to  the  Company,  or  to  its  Treasurer  or  other  officer  or 
agent  designated  in  such  request,  any  and  all  sums  which 
may  be  received  or  collected  by  the  Trustee  for  dividends 
on  any  stock  so  pledged,  and  any  and  all  sums  which  may 
accrue  as  interest  on  any  moneys  so  deposited  with  the 
Trustee. 

Section  18.  So  long  as  the  Company  shall  not  be  in 
default  hereunder  to  the  knowledge  of  the  Trustee,  the 
Company  shall  have  the  right  to  vote  upon  all  stock 
pledged  hereunder  for  all  purposes  not  contrary  to  the 
covenants  herein  contained,  or  otherwise  inconsistent 
with  the  provisions  or  purposes  of  this  Agreement,  and 
with  the  same  force  and  effect  as  though  such  stock  were 
not  pledged  hereunder;  and,  from  time  to  time,  upon 
written  demand  of  the  Company,  signed  by  its  President 
or  a Vice-President,  the  Trustee  shall  execute  and  deliver, 
or  cause  to  be  executed  and  delivered,  to  the  Company 
or  its  nominee,  suitable  powers  of  attorney  or  proxies, 
without  power  of  substitution,  to  vote  upon  any  stock 
which  at  the  time  shall  be  held  by  the  Trustee  hereunder 
in  its  own  name  or  in  the  name  of  a nominee,  but  every 
proxy  given  pursuant  to  the  foregoing  provisions  (unless 
it  be  limited  so  as  expressly  to  authorize  the  casting  of 
a vote  only  for  a specific  purpose  or  purposes  authorized 
by  this  Agreement,  or  not  inconsistent  herewith)  shall 
contain  a provision  substantially  in  the  following  form : 

“The  holder  of  this  proxy  shall  have  no  right  to 

vote  for,  but  is  instructed  to  vote  against,  any  lease, 


16 


mortgage,  sale,  increase  of  capital  stock,  consolida- 
tion, or  charge  upon  either  the  property  or  the  earn- 
ings of  The  New  York  Edison  Company  which  in  the 
judgment  of  the  holder  hereof  may  materially  im- 
pair or  diminish  the  value  of  any  of  the  securities 
pledged  under  the  Trust  Agreement,  dated  January 
31,  1920,  executed  by  the  Consolidated  Gas  Company 
of  New  York  to  The  National  City  Bank  of  New  York, 
as  Trustee.” 

Section  19.  Whenever  the  principal  of  any  Bond  shall 
be  converted  into  the  capital  stock  of  the  Company,  in  the 
manner  hereinbefore  provided  in  Article  Fourth  hereof, 
the  Trustee  shall,  upon  the  written  request  of  the  Com- 
pany, signed  by  its  President  or  a Vice-President  and  its 
Secretary  or  an  Assistant  Secretary,  release  from  the  lien 
hereof  and  deliver  to  the  Company,  or  to  its  Treasurer  or 
other  officer  or  agent  designated  in  such  request,  Seven 
Hundred  Dollars,  par  value,  of  the  capital  stock  of  the 
said  The  New  York  Edison  Company  then  pledged  here- 
under for  every  Five  Hundred  Dollars,  principal  amount, 
of  Bonds  so  converted. 

ARTICLE  SIXTH. 

Remedies  in  Case  of  Default. 

Section  20.  If  default  be  made  in  the  payment  of  the 
principal  of  any  of  the  Bonds,  or  if  default  be  made  in 
the  payment  of  any  instalment  of  interest  thereon  and 
such  default  shall  continue  for  thirty  days,  or  if  default 
be  made  in  the  performance  of  any  other  covenant,  con- 
dition or  agreement  on  the  part  of  the  Company  in  the 
Bonds  or  in  this  Agreement  contained  and  such  default 
shall  continue  for  thirty  days  after  written  notice  thereof 
shall  have  been  given  to  the  Company  by  the  Trustee, 
which  shall  give  such  notice  upon  the  written  request  of 
the  holders  of  twenty-five  per  cent,  in  amount  of  the 
Bonds  then  outstanding,  then,  in  each  and  every  such 


17 


case,  the  Trustee,  by  written  notice  to  the  Company,  may, 
and  shall  upon  the  written  request  of  the  holders  of 
twenty-five  per  cent,  in  amount  of  the  Bonds  then  out- 
standing, declare  the  principal  of  all  the  Bonds  then  out- 
standing to  be  due  and  payable  immediately ; and,  upon 
such  declaration,  the  same  shall  become  immediately 
due  and  payable,  anything  in  this  Agreement  or  in  the 
Bonds  contained  to  the  contrary  notwithstanding;  pro- 
vided, that  if,  at  any  time,  either  before  or  after  the 
principal  of  the  Bonds  shall  have  been  so  declared  due 
and  payable,  but  before  any  sale  of  the  pledged  property 
shall  have  been  made,  all  arrears  of  interest  upon  all 
the  Bonds,  with  interest  on  overdue  instalments  of  inter- 
est at  the  rate  of  seven  per  cent,  per  annum,  together 
with  the  reasonable  charges  and  expenses  of  the  Trus- 
tee, its  agents  and  attorneys,  shall  have  been  paid  by  the 
Company  and  all  other  obligations  in  respect  of  which 
the  Company  shall  have  been  in  default  hereunder  shall 
be  performed  and  observed  and  made  good,  then,  in  each 
such  case,  the  holders  of  a majority  in  amount  of  the 
Bonds  then  outstanding,  by  written  notice  to  the  Com- 
pany and  to  the  Trustee,  may  waive  such  default  and  its 
consequences  and  rescind  any  such  declaration;  but  no 
such  waiver  shall  extend  to  or  affect  any  subsequent  de- 
fault or  impair  any  right  consequent  thereon. 

Section  21.  If  default  be  made  by  the  Company  in 
any  of  the  respects  specified  in  Section  20  hereof,  and  such 
default  shall  continue  for  the  period,  if  any,  therein 
specified,  then,  in  each  and  every  such  case,  the  Trus- 
tee may  and,  upon  the  written  request  of  the  holders 
of  twenty-five  per  cent,  in  aggregate  principal  amount 
of  the  Bonds  then  outstanding,  shall,  either  (a)  offer 
for  sale  and  sell  all  the  pledged  property  then  in  its 
possession,  or  ( b)  proceed  by  a suit  or  suits  at  law  or 


18 


in  equity,  as  the  Trustee  may  be  advised  by  counsel,  to 
enforce  the  payment  of  tlie  Bonds  or  the  performance 
of  any  of  the  covenants  or  conditions  in  respect  of  which 
the  Company  may  be  in  default  hereunder,  or  to  fore- 
close this  Agreement  and  sell  the  pledged  property  under 
the  judgment  or  decree  of  a court  of  competent  juris- 
diction. All  rights  of  action  under  this  Agreement  may 
he  enforced  by  the  Trustee  without  the  possession  of  any 
Bond  or  the  production  thereof  on  the  trial  or  other  pro- 
ceedings relative  thereto. 

Section  22.  Any  sale  or  sales  hereunder,  unless  a 
court  of  competent  jurisdiction  shall  otherwise  direct, 
shall  be  made  at  public  auction  at  such  place  in  the 
Borough  of  Manhattan,  City  of  New  York,  and  at  such 
times  and  on  such  terms  as  the  Trustee  may  determine, 
and  the  pledged  property  may  be  sold  in  such  lots  and 
such  sales  may  be  conducted  in  such  manner  as  the 
Trustee  may  from  time  to  time  determine,  or  as  may 
from  time  to  time  be  directed  by  the  holders  of  a ma- 
jority in  aggregate  principal  amount  of  the  Bonds  then 
outstanding.  Notice  of  any  such  sale,  whether  under 
power  of  sale  herein  granted  or  under  judicial  proceed- 
ings, shall  state  the  time  when  and  the  place  where  the 
same  is  to  be  made,  shall  contain  a brief  description  of 
the  pledged  property  to  be  sold  and  shall  be  published 
twice  a week  for  two  successive  weeks  prior  to  the  date 
fixed  for  such  sale  in  two  daily  newspapers  of  general 
circulation  published  in  the  Borough  of  Manhattan,  City 
of  New  York;  and  such  other  notice  shall  also  be  given 
as  may  be  required  by  any  statute  or  rule  or  order  of 
court. 

The  Trustee  shall  have  power,  in  its  discretion,  to 
adjourn  any  sale,  from  time  to  time,  as  to  the  whole  or 
any  part  of  the  pledged  property  and,  if  so  adjourned, 


19 


to  make  such  sale  upon  the  day  to  which  the  adjourn- 
ment is  had,  without  further  notice.  Any  sale  made  as 
herein  provided  shall  be  a perpetual  bar,  both  at  law 
and  in  equity,  against  the  Company  and  its  successors, 
and  against  all  persons  claiming  or  to  claim  the  pledged 
property,  or  any  part  thereof,  by,  through  or  under  it 
or  them. 

Section  23.  Upon  the  sale  of  the  pledged  property, 
whether  under  the  power  of  sale  herein  granted  or  under 
judicial  proceedings,  every  purchaser  shall  be  entitled, 
in  making  payment  therefor,  after  paying  in  cash  so  much 
as  may  be  necessary  to  cover  the  costs  and  expenses  of 
the  sale  and  of  the  proceedings  incident  thereto,  and 
all  other  charges  that  may  be  required  by  decree  or  other- 
wise to  be  paid  in  cash,  including  the  compensation  of 
the  Trustee  and  its  expenses,  to  appropriate  and  use 
toward  the  payment  of  the  remainder  of  the  purchase 
price  any  of  the  Bonds  and  interest  coupons  outstand- 
ing hereunder,  reckoning  each  Bond  and  interest  cou- 
pon so  appropriated  and  used  at  such  sum  as  shall  be 
payable  thereon  out  of  the  net  proceeds  of  the  sale.  If 
the  net  proceeds  of  such  sale  shall  be  sufficient  to  pay 
such  Bonds  and  interest  coupons  in  full,  they  shall  be 
cancelled  and,  upon  written  demand,  surrendered  by  the 
Trustee  to  or  upon  the  order  of  the  Company;  but  if 
the  sum  applicable  in  respect  thereto  is  not  sufficient  to 
pay  such  Bonds  in  full,  the  sum  so  allowed  on  account 
thereof  shall  be  noted  thereon  as  paid. 

At  any  sale,  the  Trustee,  either  in  behalf  of  the  holders 
of  the  Bonds  or  in  its  own  behalf,  or  any  holder  of  any 
Bond,  may  bid  for  and  may  purchase  such  property,  and 
may  make  payment  therefor  as  aforesaid,  and,  upon 
compliance  with  the  terms  of  sale,  may  hold,  retain  and 
dispose  of  such  property  without  further  accountability. 


20 


In  case  of  any  sale  of  any  part  of  the  pledged  prop- 
erty, the  whole  of  the  principal  of  the  Bonds  then  out- 
standing, if  not  previously  due,  shall  become  immediately 
due  and  payable,  anything  in  the  Bonds  or  in  this  Agree- 
ment contained  to  the  contrary  notwithstanding. 


Section  24.  The  proceeds  of  any  sale  of  the  pledged 
property,  whether  under  the  power  of  sale  hereby  granted 
or  pursuant  to  judicial  proceedings,  together  with  any 
other  sums  which  may  then  be  held  by  the  Trustee  under 
any  of  the  provisions  of  this  Agreement  as  part  of  the 
security  hereunder,  shall  be  applied,  as  follows  : 

First.  To  the  payment  of  the  costs,  expenses, 
fees,  and  other  charges  of  such  sale,  and  a reason- 
able compensation  to  the  Trustee,  its  agents  and  at- 
torneys, and  to  the  payment  of  all  expenses  and  lia- 
bilities incurred  and  advanced,  or  disbursements 
made,  by  the  Trustee; 

Second.  To  the  payment  of  the  whole  amount 
then  due  and  unpaid  either  for  principal  or  interest, 
or  for  both  principal  and  interest,  upon  the  Bonds, 
with  interest  on  the  overdue  instalments  of  interest 
at  the  rate  of  seven  per  cent,  per  annum ; and,  in  case 
such  proceeds  shall  be  insufficient  to  pay  in  full  the 
whole  amount  so  due  and  unpaid,  then  to  the  pay- 
ment of  such  principal  and  interest  ratably,  accord- 
ing to  the  aggregate  of  such  principal  and  the 
accrued  and  unpaid  interest,  without  preference  or 
priority  of  principal  over  interest,  or  of  interest  over 
principal,  or  of  any  instalment  of  interest  over  any 
other  instalment  of  interest; 

Third.  To  the  payment  of  the  remainder,  if  any, 
to  the  Company,  its  successors  or  assigns,  or  to 


21 


whomsoever  may  be  lawfully  entitled  to  receive  the 
same. 

Section  25.  If  default  be  made  by  the  Company  in 
any  of  the  respects  specified  in  Section  20  hereof  and  such 
default  shall  continue  for  the  period,  if  any,  therein  speci- 
fied, the  Trustee  shall  cancel  all  proxies  theretofore  deliv- 
ered by  it  to  the  Company  with  respect  to  any  of  the 
pledged  stock  and  shall  itself  vote  the  same  in  such  man- 
ner as  it  may,  in  its  discretion,  deem  advisable;  and  the 
Trustee  shall  be  entitled  to  receive  and  collect,  for  the 
benefit  of  the  holders  of  the  Bonds,  any  and  all  sums 
which  may  thereafter  become  due  and  payable  as  divi- 
dends upon  any  shares  of  stock  pledged  hereunder  or 
which  may  thereafter  accrue  as  interest  upon  any  moneys 
deposited  with  the  Trustee  hereunder.  The  Trustee  shall 
apply  any  and  all  moneys  so  received  and  collected  by  it, 
as  follows : 

First.  In  case  the  principal  of  the  Bonds  shall 
not  have  become  due,  to  the  payment  of  the  interest 
in  default  thereon  in  the  order  of  the  maturity  of  the 
instalments  of  such  interest,  with  interest  thereon 
at  the  rate  of  seven  per  cent,  per  annum,  such  pay- 
ments to  be  made  ratably  to  the  persons  entitled 
thereto,  without  any  discrimination  or  preference; 
or 


Second.  In  case  the  principal  of  the  Bonds  shall 
have  become  due,  by  declaration  or  otherwise,  to  the 
payment  of  the  accrued  interest  thereon  (with  in- 
terest on  overdue  instalments  thereof  at  the  rate  of 
seven  per  cent,  per  annum)  in  the  order  of  the 
maturity  of  such  instalments,  and,  if  any  surplus  re- 
mains, toward  the  payment  of  the  principal  of  the 
Bonds,  then  due;  such  payments  in  every  instance  to 


22 


be  made  ratably  to  the  persons  entitled  thereto,  with- 
out any  discrimination  or  preference. 

Upon  the  payment  in  full,  as  above  provided,  of  what- 
ever sum  or  sums  may  have  been  due  for  principal  and/or 
for  interest,  or  payable  for  other  purposes,  and  upon  the 
fulfillment  and  performance  of  all  other  obligations  of 
the  Company  in  respect  of  which  it  was  in  default  under 
this  Agreement,  the  Company  shall  thereafter  be  entitled 
to  vote  the  pledged  stock  and  to  receive  the  income  from 
the  pledged  property,  unless  the  same  shall  have  been  sold 
as  in  this  Article  Sixth  provided,  in  the  same  manner  and 
to  the  same  extent  as  though  no  default  had  occurred. 

Section  26.  If  default  be  made  by  the  Company  in  the 
payment  of  the  principal  or  interest  of  any  of  the  Bonds, 
whether  the  same  shall  become  due  by  declaration,  notice 
of  redemption  or  otherwise,  then,  in  each  such  case,  upon 
demand  of  the  Trustee,  the  Company  agrees  to  pay  to  the 
Trustee  for  the  benefit  of  the  holders  of  the  Bonds  and 
interest  coupons  then  outstanding,  the  whole  amount 
then  due  and  payable  on  all  such  outstanding  Bonds  and 
interest  coupons,  with  interest  upon  overdue  instalments 
of  interest  at  the  rate  of  seven  per  cent,  per  annum,  and, 
in  addition  thereto,  such  further  amount  as  shall  be  suffi- 
cient to  cover  the  cost  and  expenses  of  collection,  includ- 
ing a reasonable  compensation  to  the  Trustee,  its  agents, 
attorneys  and  counsel  and  any  expenses  or  liabilities  in- 
curred by  the  Trustee  hereunder;  and  in  case  the  Com- 
pany shall  fail  to  pay  the  same  forthwith  upon  demand, 
the  Trustee,  in  its  own  name  and  as  trustee  of  an  express 
trust,  shall  be  entitled  to  recover  judgment  against  the 
Company  for  the  whole  amount  thereof  and  to  issue  exe- 
cution thereon  against  the  whole  or  any  part  of  the  prop- 
erty of  the  Company,  real  or  personal. 


23 


Any  moneys  collected  by  the  Trustee  under  this  Sec- 
tion 26  shall  be  applied  by  the  Trustee  in  the  same  order 
and  in  the  same  manner  as  provided  in  Section  24  hereof 
for  the  application  of  the  proceeds  of  the  sale  of  the 
pledged  property. 

Section  27.  All  remedies  conferred  by  this  Agreement 
shall  be  deemed  cumulative  and  not  exclusive,  and  shall 
not  be  so  constructed  as  to  deprive  the  Trustee  of  any 
legal  or  equitable  remedy  by  judicial  proceedings  appro- 
priate to  enforce  the  conditions,  covenants  and  agree- 
ments of  this  Agreement. 

Section  28.  No  holder  of  any  Bond  issued  hereunder 
shall  have  the  right  to  institute  any  suit,  action  or  pro- 
ceeding, at  law  or  in  equity,  for  the  collection  of  any  sum 
due  from  the  Company  on  such  Bond,  for  principal  or 
interest,  or  upon  or  in  respect  of  this  Agreement,  or  for 
the  execution  of  any  trust  or  power  hereof,  or  for  any 
other  remedy  under  or  upon  this  Agreement  (except  for 
the  conversion  of  the  principal  of  any  Bonds  into  stock, 
as  hereinbefore  provided),  unless  such  holder  shall  pre- 
viously have  given  to  the  Trustee  written  notice  of  an 
existing  default,  and  unless,  also,  such  holder  or  holders 
shall  have  tendered  to  the  Trustee  security  and  indem- 
nity satisfactory  to  it  against  all  costs,  expenses  and  lia- 
bilities which  might  be  incurred  in  or  by  reason  of  such 
action,  suit  or  proceeding,  and  unless,  also,  the  holders  of 
twenty-five  per  cent,  in  amount  of  the  Bonds  then  out- 
standing shall  have  requested  the  Trustee  in  writing  to 
take  action  in  respect  of  such  default  and  the  Trustee 
shall  have  declined  or  failed  to  take  such  action  within 
thirty  days  thereafter;  it  being  intended  that  no  one 
or  more  holders  of  Bonds  shall  have  any  right  in  any  man- 
ner to  enforce  any  right  hereunder,  or  under  or  in  respect 


24 


of  any  of  the  Bonds  (except  for  the  conversion  into  stock 
of  the  principal  of  any  Bonds),  except  in  the  manner 
herein  provided,  and  for  the  equal,  proportionate  benefit 
of  all  holders  of  the  outstanding  Bonds. 

ARTICLE  SEVENTH. 

Sundry  Provisions. 

Section  29.  Any  demand,  request  or  other  instrument 
required  by  this  Agreement  to  be  signed  or  executed  by 
the  holders  of  any  Bonds  may  be  in  any  number  of  con- 
current writings  of  similar  tenor,  and  may  be  signed 
or  executed  by  such  holders  in  person,  or  by  attorney 
appointed  in  writing.  Proof  of  the  execution  of  any  such 
demand,  request  or  other  instrument,  or  of  the  writing 
appointing  any  such  attorney,  and  of  the  ownership  by 
any  person  of  any  Bonds,  shall  be  conclusive  in  favor  of 
the  Trustee  and  of  the  Company,  with  regard  to  due 
action  taken  by  the  Trustee  or  by  the  Company  pursuant 
to  such  instrument,  if  such  proof  be  made  in  the  following 
manner : 

The  fact  and  date  of  the  execution  by  any  person 
of  any  such  demand,  request  or  other  instrument  or 
writing  may  be  proved  by  the  certificate  of  any 
notary  public  or  any  officer  of  any  jurisdiction, 
authorized  by  the  laws  thereof  to  take  acknowledg- 
ments of  deeds  to  he  recorded  in  any  State  within 
the  United  States,  certifying  that  the  person  signing 
such  request  or  other  instrument  acknowledged  to 
him  the  execution  thereof,  or  by  an  affidavit  of  a wit- 
ness to  such  execution  duly  sworn  to  before  any 
such  notary  public  or  other  officer. 

The  fact  of  the  holding  of  any  Bonds  which  shall 
not  at  the  time  be  registered  as  "to  principal  and  the 
amounts  and  serial  numbers  of  such  Bonds  and  the 
date  of  holding  the  same,  may  be  proved  by  a certifi- 
cate executed  by  any  trust  company,  bank,  banker 
or  other  depositary  (wherever  situated),  if  such  cer- 


25 


tificate  shall  be  deemed  by  the  Trustee  to  be  satis- 
factory, showing  that  at  the  date  therein  mentioned 
the  person  named  in  such  certificate  had  ou  deposit 
with  or  exhibited  to  such  depositary  the  Bonds  de- 
scribed in  such  certificate.  For  all  purposes  of  this 
Agreement  and  of  any  proceeding  pursuant  hereto 
for  the  enforcement  hereof  or  otherwise,  such  person 
shall  be  deemed  to  continue  to  be  the  holder  of  such 
Bonds  until  the  Trustee  shall  have  received  notice  in 
writing  to  the  contrary.  The  ownership  of  any  reg- 
istered Bonds  shall  be  proved  by  the  register  of  such 
Bonds. 

Section  30.  As  to  all  Bonds  the  ownership  of  which 
shall  at  the  time  be  registered,  the  person  in  whose  name 
the  same  shall  be  registered  on  the  books  of  the  Company 
shall  for  all  purposes  of  this  Agreement  be  deemed  and 
regarded  as  the  owner  thereof,  and  payment  of  or  on  ac- 
count of  the  principal  of  any  such  Bond  so  registered 
shall  be  made  only  to  or  upon  the  order  of  such  registered 
holder.  Such  payment  shall  be  valid  and  effectual  to 
satisfy  and  discharge  the  liability  of  the  Company  upon 
such  Bonds  to  the  extent  of  the  sum  or  sums  so  paid. 

The  holder  of  any  Bond  the  ownership  of  which  shall 
not  at  the  time  be  registered  and  the  holder  of  any  inter- 
est coupon  pertaining  to  any  Bond,  whether  the  owner- 
ship of  such  Bond  be  registered  or  not,  shall,  for  all  pur- 
poses of  this  Agreement,  be  treated  as  the  absolute  owner 
of  such  Bond  or  interest  coupon;  and  neither  the  Com- 
pany nor  the  Trustee  shall  be  affected  by  any  notice  to 
the  contrary. 

Section  31.  No  recourse  shall  be  had  for  the  payment 
of  either  principal  or  interest  of  any  Bond  or  for  any 
claim  based  thereon  or  otherwise  in  any  manner  in 
respect  thereof  or  in  respect  of  this  Agreement,  to  or 
against  any  stockholder,  officer  or  director  of  the  Com- 


‘26 


pany,  past,  present  or  future,  or  his  legal  representatives 
or  assigns,  either  directly  or  through  the  Company,  by 
virtue  of  any  statute,  or  by  the  enforcement  of  any 
assessment  or  penalty,  or  in  any  manner. 

Section  32.  All  the  covenants,  stipulations  and 
agreements  in  this  Agreement  contained  by  or  on  behalf 
of  the  Company,  are  and  shall  be  for  the  sole  and  exclu- 
sive benefit  of  the  parties  hereto  and  of  the  respective 
holders  and  owners  of  the  Bonds  and  interest  coupons 
hereby  secured,  and  shall  bind  and  apply  to  the  suc- 
cessors and  assigns  of  the  Company,  whether  so  expressed 
or  not.  Whenever,  in  this  Agreement,  either  of  the 
parties  hereto  is  named  or  referred  to,  it  shall  be  deemed 
to  include  the  successor  or  successors  and  assigns  of  such 
party,  and  all  covenants,  promises  and  agreements  in  this 
Agreement  contained  by  or  on  behalf  of  the  Company,  or 
by  or  on  behalf  of  the  Trustee,  shall  bind  and  inure  to  the 
benefit  of  the  respective  successors  and  assigns  of  such 
party,  whether  so  expressed  or  not. 

ARTICLE  EIGHTH. 

Concerning  the  Trustee. 

Section  33.  The  Trustee  accepts  the  trusts  of  this 
Agreement  and  agrees  to  execute  them  upon  the  terms 
and  conditions  hereof,  including  the  following,  to  all  of 
which  the  Company  and  the  holders  of  the  Bonds  agree: 

The  Trustee  shall  be  under  no  obligation  to  see  to  the 
performance  or  observance  of  any  of  the  covenants  or 
agreements  on  the  part  of  the  Company. 

The  Trustee  shall  not  be  accountable  in  respect  of  the 
validity  of  this  Agreement  or  of  the  Bonds,  nor  for  the 
sufficiency  of  the  security  provided  hereby ; and  it  makes 
no  representation  in  respect  thereof. 


27 


The  Trustee  shall  not  he  responsible  for  the  recitals 
herein  or  in  the  Bonds  contained,  as  to  the  acts  or  powers 
of  the  Company  or  its  stockholders,  or  otherwise,  all  of 
which  are  made  by  the  Company,  solely;  nor  shall  the 
Trustee  be  responsible  in  any  manner  for  effecting  or 
renewing  insurance  upon  any  of  the  property  of  the  Com- 
pany, or  for  the  payment  of  any  tax,  assessment  or  impo- 
sition which  may  at  any  time  be  levied  or  assessed  against 
the  Company  or  any  of  its  property. 

The  Trustee  shall  be  entitled  to  reasonable  compensa- 
tion for  all  services  rendered  hereunder,  and  such  com- 
pensation, as  well  as  all  reasonable  expenses  necessarily 
incurred  and  actually  disbursed  hereunder,  the  Company 
agrees  to  pay ; and,  until  so  paid,  the  Trustee  shall  have  a 
lien  therefor  upon  the  pledged  property,  preferential  to 
the  Bonds. 

Until  the  Trustee  shall  have  received  written  notice 
to  the  contrary  from  the  holders  of  not  less  than  twenty- 
five  per  cent,  in  amount  of  the  Bonds  then  outstanding, 
the  Trustee  may,  for  all  the  purposes  of  this  Agreement, 
assume  that  no  default  has  been  made  in  the  payment  of 
any  of  the  Bonds  or  of  the  interest  thereon,  or  in  the 
observance  or  performance  of  any  other  of  the  covenants 
contained  in  the  Bonds  or  in  this  Agreement,  and  that 
the  Company  is  not  in  default  under  this  Agreement. 

The  Trustee  shall  not  be  under  any  obligation  to  take 
any  action  hereunder,  which  in  its  opinion  will  be  likely 
to  involve  it  in  expense  or  liability,  unless  one  or  more 
holders  of  Bonds  shall,  as  often  as  required  by  the  Trus- 
tee, furnish  it  security  and  indemnity  satisfactory  to  it 
against  such  expense  and  liability ; nor  shall  the  Trustee 
be  required  to  take  any  action  in  respect  of  any  default 
hereunder  unless  requested  by  an  instrument  in  writing 
signed  by  the  holders  of  not  less  than  twenty-five  per 
cent,  in  amount  of  the  Bonds  then  outstanding. 


28 


Any  action  taken  by  the  Trustee  at  the  request  or  with 
the  consent  of  any  person  who  at  the  time  is  the  owner  of 
any  Bond  shall  be  conclusive  and  binding  upon  all  future 
holders  of  such  Bond. 

The  Trustee  shall  not  be  answerable  for  the  default  or 
misconduct  of  any  agent  or  attorney  appointed  by  it  in 
pursuance  hereof,  if  such  agent  or  attorney  shall  have 
been  selected  with  reasonable  care,  nor  for  any  error  of 
judgment,  nor  for  any  act  done  or  omitted  by  it  in  good 
faith,  nor  for  any  mistake  of  fact  or  of  law,  nor  for  any- 
thing whatever  in  connection  with  this  Agreement, 
except  for  its  own  wilful  misconduct. 

The  Trustee  may  advise  with  legal  counsel;  and  any 
action  under  this  Agreement,  taken  or  suffered  in  good 
faith  by  the  Trustee  in  accordance  with  the  opinion  of 
counsel,  shall  be  conclusive  on  the  Company  and  on  all 
holders  of  Bonds,  and  the  Trustee  shall  be  fully  protected 
in  respect  thereto. 

The  Trustee  shall  be  protected  in  acting  upon  any 
notice,  request,  waiver,  consent,  certificate,  affidavit, 
indemnity  bond  or  other  instrument  believed  by  it  to  be 
genuine  and  to  be  signed  by  the  proper  party  or  parties. 

Section  34.  The  Trustee  or  any  successor  may  resign 
as  trustee  hereunder  by  filing  with  the  Company  an  in- 
strument in  writing,  resigning  the  trusts  hereby  created, 
two  weeks  (or  such  shorter  time  as  may  be  accepted  by 
the  Company  as  adequate)  before  such  resignation  shall 
take  effect. 

Any  trustee  hereunder  may  be  removed  at  any  time 
by  an  instrument  in  writing  filed  with  the  trustee  for  the 
time  being  acting  hereunder  and  executed  by  the  holders 
of  two-thirds  in  amount  of  the  Bonds  then  outstanding; 
provided , there  be  paid  to  the  trustee  so  removed  all 
moneys  due  to  it  hereunder. 


29 


Section  35.  In  case,  at  any  time,  any  trustee  acting 
hereunder  shall  resign  or  shall  be  removed  or  otherwise 
shall  become  incapable  of  acting,  a successor  may  be 
appointed  by  the  holders  of  a majority  in  amount  of  the 
Bonds  then  outstanding  by  an  instrument  signed  by  such 
holders  or  their  attorneys  in  fact  duly  authorized;  but 
until  a new  trustee  shall  be  so  appointed  hereunder,  the 
Company  may,  by  an  instrument  in  writing,  executed  by 
order  of  its  Board  of  Trustees,  appoint  a trustee  to  fill 
such  vacancy.  Any  new  trustee  so  appointed  by  the  Com- 
pany shall  immediately  be  superseded  by  a trustee  ap- 
pointed in  the  manner  above  provided  by  the  holders  of 
a majority  in  amount  of  the  Bonds. 

Any  trustee  appointed  under  any  of  the  provisions  of 
this  Article  shall  always  be  a trust  company  or  national 
banking  association  having  an  office  in  the  Borough  of 
Manhattan,  City  of  New  York,  and  having  a capital  and 
surplus  aggregating  at  least  One  Million  Dollars,  if  there 
shall  be  such  a trust  company  or  banking  association  will- 
ing and  able  to  accept  the  trusts  upon  reasonable  or  cus- 
tomary terms. 

Section  36.  Any  successor  trustee  appointed  here- 
under shall  execute  and  deliver  to  the  Company  and  to 
the  retiring  trustee  an  instrument  accepting  such  appoint- 
ment hereunder,  and  thereupon  such  successor  trustee 
shall  be  invested  with  the  same  authority,  rights,  powers 
and  duties  herein  provided  for  the  trustee;  but  the  trus- 
tee so  resigning  or  removed,  shall,  at  the  request  of  the 
Company,  its  successors  or  assigns,  or  of  the  successor 
trustee  so  appointed,  and  upon  payment  of  its  charges 
and  disbursements  then  unpaid,  make  and  execute  such 
deeds,  conveyances,  assignments  or  assurances  to  its  suc- 
cessor as  its  successor  may  reasonably  require,  and  shall 
deliver  to  such  successor  in  negotiable  form  or  accom- 


30 


panied  by  suitable  transfer  powers  all  the  pledged  prop- 
erty and  cash  then  in  its  possession  hereunder. 

In  witness  whereof,  the  Company  and  the  Trustee 
have  caused  this  Agreement  to  be  signed  by  their 
respective  Presidents  or  Vice-Presidents,  and  their 
respective  corporate  seals  to  be  hereto  affixed,  duly  at- 
tested, as  of  the  day  and  year  first  above  written. 

Consolidated  Gas  Company  of  New  York, 

By  Geo.  B.  Cortelyou, 

[corporate  President. 

SEAL  ] 

Attest : 

H.  M.  Brundage, 

Secretary. 


The  National  City  Bank  of  New  York, 

By  Thos.  A.  Reynolds, 

[corporate  Vice-President. 

SEAL  ] 


Attest : 

II.  G.  Bechtel, 

Assistant  Cashier. 


31 


State  of  New  York,) 

County  of  New  York.  [ 

On  the  30th  day  of  January,  1920,  before  me  per- 
sonally came  George  B.  Cortelyou,  to  me  known,  who,  be- 
ing by  me  duly  sworn,  did  depose  and  say,  that  he  resides 
in  the  City  and  State  of  New  York;  that  he  is  the  Presi- 
dent of  the  Consolidated  Gas  Company  of  New  York, 
one  of  the  corporations  described  in  and  which  executed 
the  foregoing  instrument;  that  lie  knows  the  seal  of  the 
said  corporation;  that  the  seal  affixed  to  the  said  instru- 
ment is  such  corporate  seal ; that  it  was  so  affixed  by 
authority  of  the  Board  of  Trustees  of  the  said  corpora- 
tion, and  that  he  signed  his  name  thereto  by  like  authority. 

Edgar  S.  Murray, 

Notary  Public,  Bronx  County  No.  34 
Certificate  filed  in  New  York  County  No.  152 
Bronx  County  Register’s  No.  226 
[notarial  New  York  County  Register’s  No.  10163 
seal]  Commission  expires  March  30,  1920 


State  of  New  York,) 

County  of  New  York.} 

On  the  31st  day  of  January,  1920,  before  me  per- 
sonally came  Thomas  A.  Reynolds,  to  me  known,  who, 
being  by  me  duly  sworn,  did  depose  and  say,  that  he  re- 
sides in  the  City  and  State  of  New  York;  that  he  is  a 
Vice-President  of  The  National  City  Bank  of  New 
York,  one  of  the  corporations  described  in  and  which 
executed  the  foregoing  instrument ; that  he  knows  the 
seal  of  the  said  corporation;  that  the  seal  affixed  to  the 
said  instrument  is  such  corporate  seal ; that  it  was  so 
affixed  by  authority  of  the  Board  of  Directors  of  the  said 
corporation,  and  that  he  signed  his  name  thereto  by  like 
authority. 

J.  A.  Hurley, 

Certificate  filed  in  New  York  County 
[notarial  New  York  County  Clerk’s  No.  368 

seal]  New  York  Register’s  No.  10294 


E27 


